The Boards of ARCADIS and Hyder Consulting PLC have announced that they have reached agreement on the terms of a recommended increased cash offer by ARCADIS UK Investments b.v.

The Hyder Board has now withdrawn its recommendation of the offer by Nippon Koei UK Topco Limited of 680 pence per share in cash for the entire share capital of Hyder announced on 8 August 2014.

Under the terms of the new deal, Hyder shareholders will receive 730 pence in cash for each Hyder Share, valuing the company at approximately £288 million. The offer reprsents a 50 pence per Hyder share increase on the Nippon Koei Offer and a premium of approximately 55.6 per cent. to the closing price per Hyder share of 469 pence on 30 July 2014.

ARCADIS UK Investments bv, a wholly-owned subsidiary of Dutch parent company ARCADIS, will now acquire the entire issued and to be issued ordinary share capital of Hyder not already held by the ARCADIS Group.

Yesterday ARCADIS acquired 6,085,162 Hyder Shares at the Increased Offer Price, which represents in total approximately 15.6 per cent. of the existing issued ordinary share capital of Hyder on 20 August 2014.

All Hyder Directors who hold Hyder Shares have agreed to sell their entire beneficial holdings in Hyder Shares to ARCADIS at the Increased Offer Price. The holdings total 283,137 Hyder Shares, approximately 0.7 per cent. of the ordinary share capital of Hyder in issue on 20 August 2014.

The ARCADIS Directors have set out what they believe is a compelling strategic rationale for the combination of Hyder and ARCADIS, including:

• the acquisition of Hyder is a natural step in the evolution of ARCADIS as the world’s leading global design and consultancy firm;
• the addition of Hyder’s leading design and engineering capabilities strengthens ARCADIS’ integrated service offering in specific market sectors (infrastructure, buildings, water, natural resources) and geographies;
• the enlarged Group will have a wider customer base, which the ARCADIS Directors believe will benefit from ARCADIS’ greater scope and increased scale, bringing them new services and expertise;
• ARCADIS and Hyder operate in highly complementary geographies, strengthening ARCADIS’ positions across key geographies, and establishing a footprint in new target markets sooner than previously anticipated;
• Hyder’s global design excellence centres will provide ARCADIS with a strong base for its own global worksharing programme

ARCADIS said the enlarged Group would be able to achieve significant revenue and cost synergies including savings through the use of global design excellence centres.

ARCADIS, which is incorporated in The Netherlands, is publicly listed on the NYSE Euronext Amsterdam with a market capitalisation of approximately €1.74 billion as at 20 August 2014.

Last year the firm which has around 22,000 employees and operates globally with a presence in North America, Emerging Markets, Continental Europe and the UK, reported gross revenues of €2.5 billion and EBITDA of €188.4 million.

With approximately 4,500 employees, Hyder is one of the world’s longest established engineering consultancies, with a heritage that spans over two centuries. Headquartered in the UK and listed on the London Stock Exchange, Hyder operates in Asia, Australia, the Middle East, Germany and the United Kingdom.

For the year ended 31 March 2014 the firm reported revenues and EBITDA of £296.8 million and £23.6 million respectively.